General Terms and Conditions for Business Customers (B2B)

Version 1.1 — effective 20 August 2026

1. Provider and scope

1.1 These General Terms and Conditions ("Terms") apply to contracts under which CCI Services GmbH, Kurfürstendamm 11, 10719 Berlin, Germany ("CCI") supplies services to a business customer (the "Customer").

1.2 These Terms apply exclusively to Customers acting in the course of their trade, business or independent professional activity, including entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. CCI does not contract with consumers within the meaning of Section 13 BGB under these Terms.

1.3 Services may include IT solutions, software development, IT management, IT consultancy, marketing solutions, affiliate marketing, call-centre services, automation and artificial intelligence solutions, data lead generation, digital marketing and related professional services.

1.4 By entering into an Order, the Customer confirms that it acts exclusively in the course of its trade, business or independent professional activity and that the person accepting the Order is authorised to act for the Customer. The legal classification under mandatory law remains decisive.

2. Website information and contract formation

2.1 Website content, blog posts, examples, configurator results, estimates and marketing materials are provided for general information. They do not constitute a binding offer, legal advice, tax advice or a guarantee of a particular result.

2.2 A binding contract is formed only when CCI accepts a Customer order in text form, both parties sign or otherwise accept an Order, proposal or Statement of Work, or CCI begins performance following an express Customer instruction and clearly communicates its acceptance.

2.3 These Terms become part of a contract only when the applicable dated version is provided or made available for download before acceptance and the Customer agrees to its application with the relevant Order. Publication on the website alone does not replace contractual incorporation.

2.4 Unless the parties expressly agree otherwise, the order of precedence is:

1. an individually negotiated and signed agreement or Order;
2. a data processing agreement, for data-protection matters;
3. these Terms; and
4. the relevant service description or documentation.

Individually negotiated provisions prevail. Customer terms do not apply unless CCI expressly accepts them in text form.

3. Orders, scope and standard of performance

3.1 The services, deliverables, responsibilities, assumptions, schedule, fees, dependencies, acceptance criteria and service levels owed by CCI are determined by the applicable Order. A feature, deliverable, service level or acceptance criterion forms part of the contract only if expressly agreed or necessarily implied by the agreed contractual purpose.

3.2 CCI will perform the agreed services with reasonable professional skill and care and in accordance with laws directly applicable to CCI's performance in the agreed role. The Customer remains responsible for laws applicable to its business, content, instructions and use of the results, except where the Order expressly allocates that responsibility to CCI. Whether CCI owes professional efforts or a specifically defined result depends on the relevant Order and the legal nature of the service.

3.3 Dates are binding only if expressly identified as binding. Estimates depend on timely Customer cooperation and stated assumptions.

3.4 CCI may use suitably qualified employees and subcontractors. CCI remains responsible for its contractual obligations and will impose appropriate confidentiality and data-protection obligations.

3.5 CCI may suspend only the affected part of the services, and only to the extent reasonably necessary, where it has reasonable grounds to believe that continuing would be unlawful, materially unsafe, technically harmful or outside the agreed scope. CCI will give prompt reasons, allow a reasonable opportunity to resolve the issue where circumstances permit and resume promptly once it is resolved.

4. Changes

4.1 Either party may request a change. A requested change may affect scope, price, timing, resources, risk or dependencies.

4.2 CCI is not required to implement a material change until the parties agree it in text form. Until then, CCI may continue the existing scope. After prior notice, CCI may pause only the work directly affected by an unresolved change request where proceeding would create material avoidable cost or risk.

4.3 CCI may make non-material technical changes that do not reduce the agreed functionality, security or quality, including changes needed to address legal, security or third-party platform requirements.

5. Customer cooperation

5.1 The Customer will provide complete and accurate information, materials, access, credentials, decisions, approvals and qualified contacts when reasonably required.

5.2 The Customer is responsible for its systems, data, backups and internal approvals unless the Order allocates that responsibility to CCI.

5.3 The Customer warrants that it is entitled to provide all data, content, lists, software, trademarks, scripts, instructions and other materials supplied to CCI and that their agreed use will not violate applicable law or third-party rights.

5.4 If Customer delay or incomplete cooperation affects performance, CCI is entitled to a reasonable extension and payment for demonstrable additional work at the rates agreed in the Order or, if no rate is stated, at a reasonable customary rate. CCI will notify the Customer before incurring material additional cost, unless urgent action is necessary to prevent damage or a security incident.

6. Service-specific provisions

6.1 IT, software and managed services. The agreed specifications, environments, support windows, availability targets, maintenance, security responsibilities, testing, migration and acceptance criteria are determined by the Order. If no service level is expressly agreed, CCI owes no specific uptime or response-time commitment beyond the standard of performance in Section 3.2. CCI does not warrant uninterrupted third-party infrastructure or services outside its reasonable control.

6.2 Consultancy. Recommendations are based on the information, objectives and constraints available at the time. The Customer remains responsible for management decisions and implementation unless implementation is included in the Order.

6.3 Marketing, affiliate marketing and digital marketing. Unless expressly guaranteed in an Order, CCI does not guarantee rankings, media availability, platform approval, audience growth, lead volumes, conversions, revenue or return on investment. Platforms and algorithms may change without notice.

6.4 Call-centre and lead-generation services. Where the Customer supplies or selects contact data, target groups, scripts, offers or campaign claims, the Customer is responsible for their lawful source, accuracy and required permissions and will provide consent and suppression evidence on request. CCI is responsible for the lawful conduct of outreach it performs, its agent instructions and records legally required of CCI. Each party must honour objections and suppression requests without undue delay. CCI may stop a campaign that presents a material compliance risk. Where the relevant party is the advertising business for consumer telephone advertising, that party must retain consent evidence for the statutory period, currently five years under German law. Unless an Order expressly states otherwise, leads are not guaranteed to be exclusive, current, reachable, interested or convertible. Data-protection roles are determined by the parties' actual conduct and applicable law: CCI ordinarily processes a Customer-supplied list on documented instructions, while CCI is responsible for Article 14 information and related controller duties where it independently sources personal data and determines the relevant purposes and essential means. An Order may clarify operational responsibility but does not relieve either party of its own statutory duties.

6.5 Automation and AI. AI-assisted output may be incomplete, inaccurate, non-unique, similar to third-party material or unsuitable without human review. The Customer must review output before relying on it in business-critical, regulated or rights-affecting contexts. Contractual role descriptions do not alter roles imposed by law. The Customer must not materially modify an AI system, change its intended purpose, or use it in a prohibited or high-risk context unless expressly agreed and compliant. Confidential or personal data must not be submitted to a third-party model unless the use, provider terms and applicable data-protection arrangement have been approved. Neither party may use the services in a manner prohibited by applicable AI law. CCI grants only such rights in AI-assisted output as it is entitled to grant and does not guarantee that output is unique or free of third-party similarity.

6.6 Affiliate marketing. The applicable Order governs programme and platform terms, affiliate disclosures, tracking and attribution rules, approval of commissions, invalid traffic, reversals and chargebacks. Each party remains responsible for the legal and contractual duties allocated to it and must not encourage misleading, undisclosed or otherwise unlawful promotion.

7. Third-party services and open-source components

7.1 Services may depend on third-party platforms, APIs, hosting, telecommunications, advertising networks, software or models. Their availability, terms and prices may change. A third-party change does not by itself amend CCI's fees or materially reduce the agreed service. Any necessary material scope, fee or replacement change is handled under Section 4. If no reasonable solution is agreed, either party may terminate the affected service on reasonable notice.

7.2 Where a third-party service is required, the Order will state whether the Customer or CCI contracts with the provider. Third-party terms apply to the relevant component.

7.3 Open-source software remains subject to its applicable licence. CCI will not knowingly grant rights inconsistent with third-party or open-source terms.

8. Fees, expenses, taxes and invoices

8.1 Fees, billing model, milestones and any approved expenses are stated in the Order. Unless expressly stated otherwise, all prices are net amounts in euros and exclude applicable VAT.

8.2 Invoices are due within 14 calendar days after receipt of a proper invoice without deduction, unless the Order states a different period.

8.3 The Customer must raise a reasoned invoice objection without undue delay. The undisputed portion remains payable. Failure to object promptly does not waive a substantiated objection or statutory right.

8.4 If the Customer is in payment default, CCI may claim statutory default interest, the statutory recovery lump sum and any further recoverable loss under Section 288 BGB.

8.5 CCI may suspend affected services for a material, undisputed overdue amount after giving notice and a reasonable cure period. CCI will consider security, continuity and proportionality before suspending a critical managed service.

8.6 Current payment details will be shown on the relevant invoice. Bank details published elsewhere do not amend an invoice. The Customer must verify any request to change payment details through a previously established CCI contact channel before payment.

9. Delivery, review and acceptance

9.1 Deliverables are supplied in the format and by the method stated in the Order.

9.2 Where the Order provides for formal acceptance, the agreed objective criteria and review period apply. If it does not, the statutory acceptance rules apply to services legally classified as work results (Werkleistungen). The Customer will test promptly and notify CCI of reproducible material defects with sufficient detail.

9.3 CCI will have a reasonable opportunity to investigate and remedy a valid defect. Silence alone does not constitute acceptance except where the statutory requirements for deemed acceptance are met or the parties have agreed a legally valid process.

9.4 Minor defects that do not materially prevent the agreed use do not justify refusal of acceptance but remain subject to remedy.

10. Intellectual property

10.1 Each party retains ownership of its pre-existing materials, methods, trademarks, software, templates, libraries, models, documentation, know-how and other intellectual property ("Background Materials").

10.2 The Customer grants CCI a non-exclusive right to use Customer materials only to the extent necessary to perform the contract.

10.3 To the extent CCI is entitled to grant such rights, and subject to full payment and third-party rights, CCI grants the Customer a non-exclusive, worldwide and perpetual right to use, reproduce, adapt and, where inherent in the agreed purpose, make project-specific deliverables available to the public for the Customer's own business operations and marketing. The Customer may permit its affiliates and service providers to exercise those rights solely on its behalf and subject to equivalent confidentiality obligations. CCI will obtain from its personnel and subcontractors the rights reasonably necessary to grant the licence promised in this paragraph.

10.4 Exclusive rights, resale, public distribution, sublicensing beyond the Customer's operational chain, transfer of source code, design working files, training data or editable production assets are included only if expressly stated in the Order.

10.5 CCI retains its Background Materials and may reuse general knowledge, experience, ideas, methods and non-confidential reusable components, provided it does not disclose Customer confidential information or personal data.

10.6 Third-party materials and open-source components remain subject to their own licence terms.

11. Confidentiality

11.1 Each party will protect non-public commercial, technical, financial and organisational information received from the other party and use it only for the contract.

11.2 Confidentiality does not apply to information that the receiving party can demonstrate was already lawfully known, becomes public without breach, is received lawfully without restriction, or is independently developed.

11.3 Disclosure is permitted to personnel, subcontractors and professional advisers who need the information and are bound by confidentiality, and where required by law or a competent authority. Where legally permitted, the receiving party will give advance notice of a compelled disclosure.

11.4 Confidentiality continues for five years after the relevant contract ends. Trade secrets and personal data remain protected for as long as required by applicable law or their nature.

12. Data protection and information security

12.1 Each party is responsible for its own compliance with applicable data-protection law.

12.2 The parties will determine their roles for each service. Where CCI processes personal data on the Customer's documented instructions as a processor, the parties will enter into an Article 28 GDPR data processing agreement before that processing begins. These Terms are not a substitute for that agreement.

12.3 The Order or data processing agreement will address instructions, confidentiality, security, subprocessors, international transfers, incident assistance, data-subject requests, audits and return or deletion.

12.4 The Customer must not provide special-category, criminal-offence or other high-risk personal data unless the Order expressly permits it and appropriate safeguards have been agreed.

13. Defects and remedies

13.1 The Customer will describe an alleged defect with enough detail for reproduction and diagnosis.

13.2 CCI will have a reasonable opportunity to cure a defect for which it is responsible. The statutory rights of the Customer apply if cure fails, is refused or is unreasonable.

13.3 CCI is not responsible for issues caused by unauthorised changes, use outside documentation, Customer or third-party systems, unsupported environments, inaccurate Customer data, or failure to install an agreed security or maintenance update, except to the extent CCI caused or should reasonably have prevented the issue.

13.4 If a third party alleges that a deliverable created by CCI infringes its intellectual-property rights, CCI may, subject to the liability rules in Section 14, procure continued use, modify or replace the affected deliverable with a materially equivalent alternative, or terminate the affected part and refund prepaid fees attributable to the unusable portion. This process does not apply to a claim caused by Customer materials or instructions, a Customer modification, combination outside the agreed environment, or a disclosed third-party or open-source component. Statutory rights remain unaffected.

14. Liability

14.1 CCI has unlimited liability for intent and gross negligence; culpable injury to life, body or health; fraudulent concealment; an expressly assumed guarantee; liability under the German Product Liability Act; and any other liability that cannot lawfully be limited.

14.2 In cases of slight negligence, CCI is liable only for breach of a material contractual duty whose fulfilment is essential to proper performance and on which the Customer may normally rely. In that case, liability is limited to loss that was foreseeable and typical for the contract when it was concluded.

14.3 The limitations in this Section also apply to CCI's legal representatives, employees and vicarious agents.

14.4 The Customer remains responsible for appropriate backups and business-continuity measures within its allocated area of responsibility. This does not exclude CCI's liability where CCI expressly assumed backup responsibility or caused the loss under the standards above.

15. Customer-caused third-party claims

Where a third party asserts a claim because the Customer culpably breached Section 5.3, the Customer will reimburse CCI, to the extent caused by that breach, for a finally adjudicated or reasonably settled claim and necessary, reasonable and documented defence costs. CCI will notify the Customer promptly, allow reasonable participation in the defence and will not admit liability or settle without the Customer's consent, which may not be unreasonably withheld. CCI remains responsible to the extent that its own breach caused or increased the claim.

16. Term, suspension and termination

16.1 The term and any ordinary termination rights are stated in the Order.

16.2 Either party may terminate for compelling reason in accordance with applicable law. Where the breach can be cured, termination normally requires notice and a reasonable opportunity to cure.

16.3 On termination, the Customer will pay fees for services properly performed and non-cancellable commitments made for the project, subject to mandatory law and any more specific Order provision.

16.4 CCI will provide reasonable transition assistance if agreed and paid for. Each party will return or delete the other's confidential information and personal data as required by the contract, the data processing agreement and applicable retention law.

17. Force majeure

Neither party is liable, to the extent and for the duration affected, for delay or failure caused by an event beyond its reasonable control, including major infrastructure outages, natural disasters, war, terrorism, civil disorder, epidemic restrictions, industrial action not limited to its own workforce, or binding government measures. The affected party will notify the other, mitigate the impact and resume performance as soon as reasonably possible. Deadlines are extended only to the extent reasonably necessary. Obligations expressly assumed for disaster recovery or business continuity remain applicable within their agreed scope. If material performance remains prevented for more than 60 days, either party may terminate the affected Order on reasonable notice. Accrued rights and payment obligations for services already supplied are unaffected.

18. References and publicity

Neither party may use the other's name, logo, testimonial or project details in public marketing without prior consent, except for a disclosure required by law.

19. Governing law and venue

19.1 The substantive law of the Federal Republic of Germany applies. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent it would otherwise apply.

19.2 If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the courts at CCI's registered office have exclusive jurisdiction. The same applies to a Customer without a general place of jurisdiction in Germany only where the jurisdiction agreement satisfies the form and other requirements of applicable law. Otherwise, statutory jurisdiction rules apply.

19.3 Mandatory rules of applicable law and mandatory international jurisdiction rules remain unaffected.

19.4 The English-language version of these Terms is authoritative. Any translation is provided for information and must remain substantively aligned.

20. Assignment

Neither party may transfer the contract as a whole without the other's prior consent, not to be unreasonably withheld. A party may transfer it to an affiliate or legal successor in connection with a merger, reorganisation or transfer of the relevant business, provided the successor can perform the obligations and the transfer does not materially reduce the other party's rights. The assignment of individual claims remains governed by applicable law.

21. Changes to these Terms

The version accepted for an Order remains applicable to that Order. A new website version does not retroactively amend an existing contract. Changes to an existing contract require agreement in text form, except for a narrowly defined change mechanism expressly agreed for an ongoing service and permitted by law. The priority of individually negotiated agreements, including any valid individually negotiated oral agreement, remains unaffected.

22. Severability and general provisions

If a provision of these Terms is wholly or partly invalid or does not become part of the contract, the remaining provisions remain effective. The statutory rule applies in place of the invalid or omitted provision.

Failure or delay in exercising a right does not waive that right. Nothing in the contract creates a partnership, joint venture or authority for one party to bind the other, except where expressly agreed.

23. Contact and contractual notices

Contractual notices must be sent to the contact stated in the relevant Order, or if none is stated:

CCI Services GmbH
Kurfürstendamm 11
10719 Berlin
Germany
Email: info@cciservices.de